ASHCOURT ROWAN PLC
Not for release, publication or distribution, in whole or in part, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
12 March 2015
Recommended Increased Offer
for
Ashcourt Rowan plc
by
Towry Finance Company Limited
a wholly-owned subsidiary of
Towry Holdings Limited
· Towry and Ashcourt Rowan announce a Recommended Increased Offer of 333 pence in cash plus a principal amount of 16 pence in New Loan Notes per Ashcourt Rowan Share.
· Irrevocable undertakings to accept the Increased Offer obtained from Ashcourt Rowan Shareholders holding, in aggregate, 79.95 per cent. of the existing issued share capital of Ashcourt Rowan. These undertakings continue to be binding in the event of any higher competing offer for Ashcourt Rowan.
· Court Meeting for Ashcourt Rowan Shareholders to vote on the Transaction to be adjourned to on or around 31 March 2015.
· Ashcourt Rowan General Meeting intended to be adjourned indefinitely and replaced by the New Ashcourt Rowan General Meeting to be convened for on or around 31 March 2015.
· Subject to obtaining the requisite approvals, the Transaction is expected to complete in Q2 2015.
Commenting on the Recommended Increased Offer, Hugh Ward, Chairman of Ashcourt Rowan, said:
"We are pleased to have agreed a compelling increased predominantly cash offer from Towry at 333 pence in cash and 16 pence in loan notes.
The Board recognises the compelling strategic rationale and value of this combination and is confident that the businesses will be able to effect a smooth integration and consolidate the combined entity's position as a leading player in the UK wealth management industry. This move by Towry brings an end to the uncertainty any disruption to the business by the delivery of hard irrevocable undertakings to vote in favour of the deal and therefore an ensured outcome."
Further to their announcement on 2 February 2015, the Boards of Towry and Ashcourt Rowan are pleased to announce that they have reached agreement on the terms of a recommended Increased Offer by Towry Finance for the entire issued and to be issued share capital of Ashcourt Rowan.
It is intended that the Transaction will continue to be implemented by way of the Scheme. The purpose of the Scheme is to enable Towry Finance to acquire the whole of the issued and to be issued share capital of Ashcourt Rowan. Under the terms of the Scheme, as amended to reflect the Increased Offer, Ashcourt Rowan Shareholders will receive:
for each Ashcourt Rowan Share: | 333 pence in cash plus a principal amount of 16 pence in New Loan Notes |
The cash element of the Transaction Consideration represents:
· a premium of 97.6 per cent. to the Closing Price of 168.5 pence per Ashcourt Rowan Share on 30 January 2015 (being the last Business Day before the commencement of the Offer Period);
· a premium of 88 per cent. to the average Closing Price of approximately 176.9 pence per Ashcourt Rowan Share for the three month period ending on 30 January 2015 (being the last Business Day before the commencement of the Offer Period); and
· a value of approximately £120 million for Ashcourt Rowan's entire issued and to be issued share capital.
A summary of the terms of the New Loan Notes are set out in Appendix 3. Towry may, in its sole and absolute discretion, elect to pay further cash to Ashcourt Rowan Shareholders in lieu of all or part of the New Loan Notes. In such case, for every additional 1 pence in cash per Ashcourt Rowan Share paid by Towry, the principal amount of the New Loan Notes issued in respect of each Ashcourt Rowan Share would be reduced by 1 pence.
The Scheme will be amended to reflect the terms of the Increased Offer. The Acquisition continues to be subject to the Conditions and other terms set out in the Scheme Document.
Subject to obtaining regulatory and other approvals, the Scheme is expected to become effective in Q2 2015.
The Meetings have been convened for 17 March 2015. In accordance with the City Code, the Ashcourt Rowan Directors intend to adjourn the Court Meeting to a date on or around 31 March 2015 to give Ashcourt Rowan Shareholders sufficient notice of the Increased Offer prior to the Court Meeting. It is intended that the Ashcourt Rowan General Meeting will be adjourned indefinitely to be replaced by the New Ashcourt Rowan General Meeting to consider resolutions which reflect the Increased Offer.
The Scheme will be amended to reflect the terms of the Increased Offer.
A Supplemental Scheme Document containing details of the Increased Offer, the dates of and arrangements for the adjourned Court Meeting and the New Ashcourt Rowan General Meeting and certain other matters is expected to be made available to Ashcourt Rowan Shareholders shortly.
In the Scheme Document, the Ashcourt Rowan Directors unanimously recommended that Ashcourt Rowan Shareholders vote in favour of the resolutions relating to the Transaction at the Meetings. The Ashcourt Rowan Directors continue to unanimously recommend that Ashcourt Rowan Shareholders vote in favour of the resolutions relating to the Transaction to be proposed at the adjourned Court Meeting and unanimously recommend that Ashcourt Rowan Shareholders vote in favour of the resolutions relating to the Transaction to be proposed at the New Ashcourt Rowan General Meeting (save that neither Alfio Tagliabue nor Jonathan Polin gives any recommendation as to voting on the ordinary resolutions to be proposed at the New Ashcourt Rowan General Meeting relating to the payments to be made to each of them).
The change of control of Ashcourt Rowan triggered by the completion of the Transaction on the basis of the Increased Offer will cause 45 per cent. of the Executives' existing contractual awards under the GSOP to "vest". This will result in payments by Ashcourt Rowan to the Executives of the following amounts in cash on completion of the Acquisition based on the Transaction Consideration of 333 pence in cash per Ashcourt Rowan Share as set out below:
Jonathan Polin | £3,212,429 |
Alfio Tagliabue | £741,076 |
Steve Haines | £nil |
In addition, Ashcourt Rowan intends to treat intended GSOP awards notified to the Executives in 2014 as having been made, to deem 45 per cent. of these intended awards to have vested on the Scheme becoming effective and to compensate the Executives (and other relevant Ashcourt Rowan employees) accordingly by the payment of ex-gratia compensation amounts to each of them. This will result in payments by Ashcourt Rowan to the Executives of the following amounts in cash on completion of the Acquisition based on the Transaction Consideration of 333 pence in cash per Ashcourt Rowan Share as set out below:
Jonathan Polin | £803,108 |
Alfio Tagliabue | £149,850 |
Steve Haines | £626,644 |
Given the terms of the Increased Offer and the resulting payments to the Executives in respect of the GSOP as outlined above, the further ex gratia payments to Executives referred to in the First Announcement and the Scheme Document by way of compensation for loss of office and/or termination of their employment have been amended to the following:
Jonathan Polin£1,000,000
Alfio Tagliabue£436,480
Steve Haines £nil
New Settlement Agreements have been entered into by Ashcourt Rowan and each Executive to give effect to these terms and the Settlement Agreements have terminated.
It is intended that new ordinary resolutions to approve the ex-gratia payments to each of Jonathan Polin and Alfio Tagliabue be proposed at the New Ashcourt Rowan General Meeting to approve:
In the case of Jonathan Polin, an amount of £1,803,108
In the case of Alfio Tagliabue, an amount of £586,330
Following the Effective Date, an aggregate amount of approximately £4,315,162 will also be payable to Ashcourt Rowan employees other than the Executives in respect of their vested or deemed vested GSOP awards based on a contract reference asset value and depending on the individual terms of each award.
The cash consideration payable to Ashcourt Rowan Shareholders pursuant to the Increased Offer will be provided by Towry Finance partly from the Facilities Agreement and partly from Towry's existing cash resources.
Details of the Facilities Agreement are set out in the Scheme Document and the Supplemental Scheme Document. The Facilities Agreement was amended on 11 March 2015 to, among other things, increase the total amount of the facilities available under it.Morgan Stanley is satisfied that sufficient resources are available to Towry Finance to satisfy in full the cash consideration payable pursuant to the Increased Offer.
Towry has received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the special resolution to be proposed at the Ashcourt Rowan General Meeting in respect of a total of 28,373,416 Ashcourt Rowan Shares, representing in aggregate approximately 79.95 per cent. of Ashcourt Rowan's existing issued share capital, further details of which are set out below.
As announced on 2 February 2015, Jonathan Polin irrevocably undertook to vote in favour of the Transaction at the Meetings in respect of his beneficial holding of 231,645 Ashcourt Rowan Shares, in aggregate representing approximately 0.65 per cent. of Ashcourt Rowan's issued share capital on 11 March 2015 (being the last Business Day before this announcement). This undertaking continues to be binding.
Jim Roberts, the only other Ashcourt Rowan Director who holds Ashcourt Rowan Shares, has also irrevocably undertaken to vote in favour of the Transaction at the Meetings in respect of his beneficial holding of 28,099 Ashcourt Rowan Shares, in aggregate representing approximately 0.08 per cent. of Ashcourt Rowan's issued share capital on 12 March 2015 (being the last Business Day before this announcement). This undertaking continues to be binding in the event of a higher competing offer for Ashcourt Rowan.
In addition, certain other Ashcourt Rowan Shareholders have given irrevocable undertakings to vote in favour of the Transaction at the Meetings in respect of, in aggregate, 28,113,672 Ashcourt Rowan Shares. On 11 March 2015 (being the last Business Day before this announcement) these irrevocable undertakings together represented approximately 79.22 per cent. of the existing issued share capital of Ashcourt Rowan. These undertakings continue to be binding in the event of a higher competing offer for Ashcourt Rowan.
See Appendix 2 for further details of these irrevocable undertakings, including the circumstances in which they cease to be binding.
Other than the irrevocable undertaking given by Jonathan Polin as described above, the irrevocable undertakings obtained by Towry prior to or on the date of the First Announcement have now ceased to be binding.
In addition to the documents which are already available for inspection, as set out in the First Announcement and the Scheme Document, copies of the following documents will be made available on Towry's website at www.towry.com and on Ashcourt Rowan's website at www.ashcourtrowan.com by no later than 12:00 noon (London time) on the Business Day following the date of this announcement:
· the irrevocable undertakings referred to in paragraph 7, further details of which are set out in Appendix 2 to this announcement; and
· the amended Facilities Agreement referred to in paragraph 6.
The contents of Towry's and Ashcourt Rowan's websites are not incorporated into and do not form part of this announcement.
The summary of offer-related arrangements included in the Scheme Document applies without amendment in respect of the Increased Offer save for the replacement of the Settlement Agreements by the New Settlement Agreements in order to reflect the revised payments as set out in paragraph 5 of this announcement.
Towry Finance reserves the right to elect (with the consent of the Panel) to implement the Transaction by way of an Offer under the City Code for the entire issued and to be issued share capital of Ashcourt Rowan not already held by Towry Finance as an alternative to the Scheme. In such an event an Offer will be implemented on the same terms (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and subject to the amendments referred to in the Scheme Document.
Save in respect of the Transaction Consideration, the Increased Offer is subject to the Conditions and other terms set out in the Scheme Document. Appendix 1 to this announcement contains bases and sources of certain information contained in this announcement. Details of irrevocable undertakings received by Towry are set out in Appendix 2 to this announcement. Certain terms used in this announcement are defined in Appendix 4 to this announcement.
This announcement is not intended to and does not constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Transaction or otherwise. The Scheme Document and the Supplemental Scheme Document to be published in due course will together contain the full terms and conditions of the Transaction, including details of how to vote in respect of the Transaction. Any decision in respect of, or other response to, the Transaction should be made only on the basis of the information contained in the Scheme Document and, once published, the Supplemental Scheme Document.
This announcement does not constitute a prospectus or prospectus equivalent document.
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe any applicable requirements. In particular, the ability of persons who are not resident in the United Kingdom to vote their Ashcourt Rowan Shares with respect to the Scheme at the Court Meeting, or to execute and deliver forms of proxy appointing another to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.
Copies of this announcement and any formal documentation relating to the Transaction are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. If the Transaction is implemented by way of an Offer (unless otherwise permitted by applicable law and regulation), the Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.
Notice to US investors in Ashcourt Rowan: the Transaction relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Transaction is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of United States tender offer and proxy solicitation rules. If, in the future, Towry Finance exercises the right to implement the Transaction by way of a takeover offer and determines to extend the offer into the United States, the Transaction will be made in compliance with applicable United States laws and regulations. Financial information included in this announcement and the Scheme Document has been or will have been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.
It may be difficult for US holders of Ashcourt Rowan Shares to enforce their rights and any claim arising out of the US federal laws, since Ashcourt Rowan and Towry are located in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of Ashcourt Rowan Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.
Morgan Stanley, which is authorised by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority in the UK, is acting exclusively for Towry and no one else in connection with the Transaction and will not be responsible to anyone other than Towry for providing the protections afforded to clients of Morgan Stanley or for providing advice in relation to the Transaction or any other matters referred to in this announcement.
Keefe, Bruyette & Woods which is authorised and regulated by the FCA in the UK, is acting exclusively for Ashcourt Rowan and no one else in connection with the Transaction and will not be responsible to anyone other than Ashcourt Rowan for providing the protections afforded to clients of Keefe, Bruyette & Woods or for providing advice in relation to the Transaction or any other matters referred to in this announcement.
Cantor Fitzgerald which is authorised and regulated by the FCA in the UK, is acting exclusively for Ashcourt Rowan and no one else in connection with the Transaction and will not be responsible to anyone other than Ashcourt Rowan for providing the protections afforded to clients of Cantor Fitzgerald or for providing advice in relation to the Transaction or any other matters referred to in this announcement.
Cautionary Note Regarding Forward-Looking Statements
This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and business of Ashcourt Rowan and certain plans and objectives of Towry with respect thereto. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", or other words of similar meaning. These statements are based on assumptions and assessments made by Ashcourt Rowan, and/or Towry in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this document could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this document. Neither Ashcourt Rowan or Towry assumes any obligation to update or correct the information contained in this document (whether as a result of new information, future events or otherwise), except as required by applicable law.
There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions.
Dealing and Opening Position Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure. Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
Information relating to Ashcourt Rowan Shareholders
Please be aware that addresses, electronic addresses and certain other information provided by Ashcourt Rowan Shareholders, persons with information rights and other relevant persons for the receipt of communications from Ashcourt Rowan may be provided to Towry Finance during the Offer Period as required under Section 4 of Appendix 4 to the City Code.
Publication on Website
A copy of this announcement will be available free of charge, subject to certain restrictions relating to persons resident in any Restricted Jurisdictions, on Towry's website at www.towry.com and on Ashcourt Rowan's website at www.ashcourtrowan.com by no later than 12:00 noon (London time) on the Business Day following the date of this announcement in accordance with Rule 30.4 of the City Code.
The contents of Towry's website and Ashcourt Rowan's websites are not incorporated into and do not form part of this announcement.
Electronic communications
If you have received this document electronically and are a participant in the Ashcourt Rowan Long Term Incentive Plan, you may request a hard copy of this document, free of charge, by calling Computershare Investor Services plc on 0870 707 1279 or by writing to Computershare Investor Services plc at The Pavilions, Bridgewater Road, Bristol BS99 6ZY stating your name, and the address to which the hard copy version should be sent. You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form. Unless you have previously elected to receive hard copies of any such documents, announcements or information, hard copies shall not be sent but you may request them.
APPENDIX 1
SOURCES OF INFORMATION AND BASES OF CALCULATION
1. The cash value of the Transaction is calculated on the basis of the fully diluted number of Ashcourt Rowan Shares in issue referred to in paragraph 3 below.
2. As at the close of business on 11 March 2015, being the last business day prior to the date of this announcement, Ashcourt Rowan had in issue 35,489,566 Ashcourt Rowan Shares. The International Securities Identification Number for Ashcourt Rowan Shares is GB00B6540P35.
3. The fully diluted share capital of Ashcourt Rowan (being 35,944,100 Ashcourt Rowan Shares) is calculated on the basis of:
· the number of issued Ashcourt Rowan Shares referred to in paragraph 2 above; and
· any further Ashcourt Rowan Shares which may be issued on or after the date of this announcement on the exercise of options or vesting of awards under the Ashcourt Rowan Share Schemes, amounting in aggregate to 454,534 Ashcourt Rowan Shares.
4. Unless otherwise stated, all prices and closing prices for Ashcourt Rowan Shares are closing middle market quotations derived from the London Stock Exchange Daily Official List (SEDOL).
5. The premium calculations to the price per Ashcourt Rowan Share have been calculated by reference to a price of 168.5 pence per Ashcourt Rowan Share (being the Closing Price on 30 January 2015, the last business day before the commencement of the Offer Period).
6. The average Closing Price per Ashcourt Rowan Share of 176.9 pence over the three month period ended 30 January 2015 is derived from data provided by Factset.
APPENDIX 2
DETAILS OF IRREVOCABLE UNDERTAKINGS
Ashcourt Rowan Directors' irrevocable undertakings
Name of Ashcourt Rowan Director | Number of Ashcourt Rowan Shares | Percentage of Ashcourt Rowan issued share capital |
Jonathan Polin | 231,645 | 0.65 |
Jim Roberts | 28,099 | 0.08 |
These irrevocable undertakings remains binding in the event that a higher competing offer for Ashcourt Rowan is made, but cease to be binding if:
Other irrevocable undertakings
Name of Ashcourt Rowan Shareholder | Number of Ashcourt Rowan Shares | Percentage of Ashcourt Rowan issued share capital |
Tetragon Financial Group | 10,642,500 | 29.99 |
The Jodi One Trust | 4,463,798 | 12.58 |
The Major Trust | 3,422,637 | 9.64 |
Kestrel Investment Partners | 3,383,909 | 9.53 |
River and Mercantile | 2,337,635 | 6.59 |
Artemis | 1,750,000 | 4.93 |
Cygnet Capital | 1,080,760 | 3.05 |
Micro Trading Capital | 1,032,433 | 2.91 |
Total | 28,113,672 | 79.22 |
These irrevocable undertakings remain binding in the event that a higher competing offer for Ashcourt Rowan is made, but cease to be binding if:
The irrevocable undertaking from Artemis also ceases to be binding if the price per Ashcourt Rowan Share in the Supplemental Scheme Document or offer document (as applicable) is less than 333 pence.
Irrevocable undertakings obtained prior to or on the date of the First AnnouncementOther than the irrevocable undertaking given by Jonathan Polin as detailed above, the irrevocable undertakings obtained by Towry prior to or on the date of the First Announcement (details of which are set out in the First Announcement and the Scheme Document) have now ceased to be binding in accordance with their terms.
APPENDIX 3
The New Loan Notes will be substantially on the same terms as the Loan Notes (as described in the Scheme Document), save for the following terms (and consequential amendments):
· The New Loan Notes will initially carry a coupon of 12% per annum which shall accrue with effect from the date of issue of the New Loan Notes. This coupon shall increase to (i) 15% with effect from three calendar months after the date of issue of the New Loan Notes; and (ii) 18% with effect from six calendar months after the date of issue of the New Loan Notes.
· The coupon will accrue on the New Loan Notes on a daily basis and shall be compounded on an annual basis.
· The accrued coupon will be added to the Redemption Amount of the New Loan Notes and shall only be payable on redemption of the New Loan Notes. There shall be no further premium payable on redemption of the New Loan Notes, regardless of when such redemption occurs (and accordingly Condition 2(C) as set out in the Loan Note Instrument shall not be included in the New Loan Note Instrument).
· Subject to compliance with obligations under the Facilities Agreement, the New Loan Notes are redeemable by Towry in whole or in part at any time in its absolute discretion by at least seven days' notice to the holders of the New Loan Notes, using the proceeds of a further issue of notes, debt or another method of fund-raising permitted under the Facilities Agreement.
· The Loan Notes shall be issued credited as fully paid in denominations or integral multiples of 1 pence Sterling (£0.01) in nominal amount.
APPENDIX 4
DEFINITIONS
"Ashcourt Rowan" | Ashcourt Rowan plc, incorporated in England and Wales with registered number 05406945 | |
"Ashcourt Rowan Directors" | the directors of Ashcourt Rowan as at the date of this announcement or, where the context so requires, the directors of Ashcourt Rowan from time to time | |
"Ashcourt Rowan General Meeting" | the general meeting of Ashcourt Rowan Shareholders convened to consider and if thought fit pass, amongst other things, a special resolution in relation to the Scheme and the Transaction | |
"Ashcourt Rowan Share Schemes" | the Ashcourt Rowan plc Long Term Incentive Plan, Ashcourt Rowan plc Share Incentive Plan and the contracts for differences comprising the Ashcourt Rowan Growth Securities Ownership Plan | |
"Ashcourt Rowan Shareholders" | the holders of Ashcourt Rowan Shares | |
"Ashcourt Rowan Shares" | the ordinary shares of 20 pence each in the capital of Ashcourt Rowan | |
"Board" | the board of directors | |
"Business Day" | a day, (other than a Saturday, Sunday, public or bank holiday) on which banks are generally open for business in London other than solely for trading and settlement in Euro | |
" Cantor Fitzgerald" | Cantor Fitzgerald Europe, an unlimited liability company which is authorised and regulated by the FCA and whose registered address is 1 Churchill Place, London E14 5RB | |
"City Code" | the City Code on Takeovers and Mergers | |
"Closing Price" | the closing middle market quotations of a share derived from the Daily Official List of the London Stock Exchange | |
"Conditions" | the conditions to the Transaction set out in Part Three of the Scheme Document | |
"Court" | the High Court of Justice in England and Wales | |
"Court Meeting" | the meeting of the Ashcourt Rowan Shareholders convened by order of the Court pursuant to section 899 of the Companies Act 2006 for the purpose of considering and, if thought fit, approving the Scheme (with or without amendment) and any adjournment thereof | |
"Executives" | Jonathan Polin, Alfio Tagliabue and Steve Haines | |
"Facilities Agreement" | the facility agreement dated 1 February 2015 between, amongst others, Towry as parent, Towry Finance as original borrower, certain Subsidiaries of Towry (as guarantors), GE Corporate Finance Bank SAS, HSBC Bank plc, The Royal Bank of Scotland plc and Intermediate Capital Managers Limited as mandated lead arrangers and The Royal Bank of Scotland plc as agent and security agent, as amended on 11 March 2015 and as it may be further amended from time to time | |
"First Announcement" | the announcement made by Towry and Ashcourt Rowan in relation to the Transaction dated 2 February 2015 | |
"FCA" | the Financial Conduct Authority | |
"GSOP" | the Ashcourt Rowan Growth Securities Ownership Plan approved by Ashcourt Rowan Shareholders in 2012 and known as the "Ashcourt Rowan 2012 Share Based Incentive Plan" | |
"Increased Offer" | means the Transaction on the terms and subject to the Conditions described in this announcement | |
"Keefe, Bruyette & Woods" | Stifel Nicolaus Europe Limited, trading as Keefe, Bruyette & Woods Europe | |
"Loan Notes" | the unsecured loan notes described in the Scheme Document | |
"Loan Note Instrument" | the document constituting the Loan Notes | |
"London Stock Exchange" | London Stock Exchange plc | |
"Meetings" | the Court Meeting and the Ashcourt Rowan General Meeting | |
"Morgan Stanley" | Morgan Stanley & Co. International plc | |
"New Loan Notes" | the loan notes to be issued by Towry to Ashcourt Rowan Shareholders as part of the Transaction Consideration, the terms of which are set out in Appendix 3 | |
"New Loan Note Instrument" | the document which will constitute the New Loan Notes | |
"New Ashcourt Rowan General Meeting" | the general meeting of Ashcourt Rowan Shareholders to be convened to consider and, if thought fit, pass, amongst other things, a special resolution in relation to the Scheme and the Transaction as amended by the Increased Offer | |
"New Settlement Agreements" | the settlement agreements entered into between Ashcourt Rowan and each of the Executives dated 12 March 2015 which replace the Settlement Agreements | |
"Offer" | should the Transaction be implemented by way of a takeover offer as defined in Chapter 3 of Part 28 of the Companies Act 2006, the offer to be made by or on behalf of Towry to acquire the entire issued and to be issued ordinary share capital of Ashcourt Rowan and, where the context admits, any subsequent revision, variation, extension or renewal of such offer | |
"Offer Period" | the offer period (as defined by the City Code) relating to Ashcourt Rowan which commenced on 2 February 2015 (being the date of the First Announcement) | |
"Opening Position Disclosure" | an announcement containing details of interests or short positions in, or rights to subscribe for, any relevant securities of a party to the offer if the person concerned has such a position | |
"Overseas Shareholders" | Scheme Shareholders who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom | |
"Panel" | the Panel on Takeovers and Mergers | |
"Restricted Jurisdiction" | any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Transaction is sent or made available to Ashcourt Rowan Shareholders in that jurisdiction | |
"Scheme" | the proposed scheme of arrangement under Part 26 of the Companies Act 2006 between Ashcourt Rowan and Ashcourt Rowan Shareholders to implement the Transaction, as set out in Part Four of the Scheme Document and as amended in accordance with its terms to reflect the Increased Offer | |
"Scheme Document" | the document dated 23 February 2015 dispatched or otherwise made available to Ashcourt Rowan Shareholders in connection with the Scheme including the particulars required by section 897 of the Companies Act 2006, which is available on Towry's website at www.towry.com and on Ashcourt Rowan's website at www.ashcourtrowan.com | |
"Scheme Shareholder" | holders of Scheme Shares | |
"Scheme Shares" | 1. | the Ashcourt Rowan Shares in issue at the date of the Scheme Document; |
2. | any Ashcourt Rowan Shares issued after the date of the Scheme Document and prior to the Voting Record Time; and | |
3. | any Ashcourt Rowan Shares issued at or after the Voting Record Time and prior to 6.00 p.m. on the day before the date on which the Scheme Court Order is made in respect of which the original or any subsequent holder thereof is bound by the Scheme, or shall by such time have agreed in writing to be bound by the Scheme | |
"Settlement Agreements" | the settlement agreements entered into between Ashcourt Rowan and each of the Executives dated 1 February 2015 | |
"Supplemental Scheme Document" | means the document to be published as a supplement to the Scheme Document and containing details of the Increased Offer and certain other matters | |
"Towry" | Towry Holdings Limited, incorporated in England and Wales with registered number 04773122 | |
"Towry Finance" | Towry Finance Company Limited, incorporated in England and Wales with registered number 05721344 | |
"Transaction" | the proposed acquisition of the entire issued and to be issued share capital of Ashcourt Rowan by Towry Finance, to be effected by the Scheme as described in the Scheme Document and this announcement (or by the Offer under certain circumstances described in the Scheme Document) | |
"Transaction Consideration" | the consideration payable in respect of the Ashcourt Rowan Shares in connection with the Transaction, being 333 pence in cash plus a principal amount of 16 pence of New Loan Notes per Ashcourt Rowan Share (subject to the principal amount of the New Loan Notes being reduced by the payment of further cash as described in this announcement) | |
"UK" or "United Kingdom" | the United Kingdom of Great Britain and Northern Ireland | |
"US" or "United States" | the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia | |
"Voting Record Time" | 6.00 p.m. on the day prior to the day immediately before the Court Meeting or any adjournment thereof (as the case may be) | |
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